On March 29, 2006, Tim Hortons Inc. completed its initial public offering of 29 million shares of common stock at C$27 per share for gross proceeds of C$783 million. In connection with the IPO, the underwriters were granted an over-allotment option to purchase an additional 4,350,000 shares of common stock. The option was fully exercised, providing Tim Hortons with additional gross proceeds of C$117,450,000, for total gross proceeds of C$900,450,000. Trading began on the Toronto Stock Exchange and on the New York Stock Exchange on March 24, 2006, on a “when issued” basis. Following the IPO, 82.75 per cent of the Tim Hortons shares are owned by Wendy's International, Inc.
Tim Hortons was represented in-house by Don Schroeder, Steven Kahansky, Clark Harrop, Meredith Michetti, Mark Greatorex and Andrew Paterson. Wendy's was represented in-house by Leon McCorkle, Jr., Dana Klein, Dirk Gardner and Jill Aebker.
On the IPO, Lang Michener LLP acted as Canadian counsel to Tim Hortons and Wendy's, with a team that included Robert Glass, Hellen Siwanowicz, Samantha Vaccaro, Adam Davis, Kalle Soomer, Q.C., Geofrey Myers, Bruce McKenna, Bill Rowlands and Behn Conroy. Tim Hortons and Wendy's were represented in the US by Akin Gump Strauss Hauer & Feld LLP with a team that included Rick Burdick, John Goodgame, Steve Patterson, Christopher Wood, Byron Cooper, Kathy Friday, Crawford Moorefield, Christhy Vidal and Bruce Mendelsohn. Davies Ward Phillips & Vineberg LLP acted as special counsel to Tim Hortons with a team that included Shawn McReynolds and Ian Crosbie in Canada, and Peter Glicklich and Candice Turner in the US.
Goldman, Sachs & Co. and RBC Capital Markets Corporation were the joint book-runners for the offering. The co-leads were J.P. Morgan Securities Inc. and Scotia Capital Inc. The other co-managing underwriters in the syndicate were Bear, Stearns & Co. Inc., CIBC World Markets Corp., Cowen and Company, LLC, Harris Nesbitt Corp., Lazard Capital Markets LLC, Merrill Lynch Pierce, Fenner & Smith Incorporated and TD Securities Inc.
The underwriters were represented in Canada by Torys LLP with a team that included Philip Brown, Matthew Cockburn and Thomas Yeo (corporate), Dennis Mahony (environmental) and Corrado Cardarelli (tax), and in the US by Sullivan & Cromwell LLP with a team that included Robert Buckholz, Jr., Preston Savarese and Gavin Holmes.
Prior to the IPO, Tim Hortons and a Canadian subsidiary, The TDL Group Corp., on February 28, 2006, incurred aggregate indebtedness of C$500 million under the term loan portion of its senior credit facility and under its bridge loan facility, and used the net proceeds of that indebtedness, together with available cash, to pay approximately US$440 million of principal and interest in respect of its indebtedness to Wendy's.
Under the senior facilities credit agreement with JPMorgan Chase Bank, N.A., Toronto Branch, The Bank of Nova Scotia and JPMorgan Chase Bank, N.A., The TDL Group entered into a C$300 million term credit facility and a C$200 million revolving credit facility, and Tim Hortons entered into a US$100 million revolving credit facility. Under a bridge facility credit agreement with JPMorgan Chase Bank, N.A., Toronto Branch, and Royal Bank of Canada, Tim Hortons and The TDL Group entered into a C$200 million bridge facility as guarantor and borrower, respectively.
In Canada, Osler, Hoskin & Harcourt LLP represented Tim Hortons in respect of both credit facilities with a team comprised of Michael Matheson, Dale Seymour and Danna Donald. Robert Glass and Eric Friedman of Lang Michener, and Richard Hirsch from the Halifax office of Stewart McKelvey Stirling Scales, provided opinions in respect of the Canadian borrowers. In the US, the borrowers were represented by Dan Bird, Mike Brown and Joseph Devaney of the Chicago office of Winston & Strawn LLP.
The lenders under both credit facilities were represented in Canada by Blake, Cassels & Graydon LLP with a team comprised of Michael Harquail and Alexis Levine, and in the US by James Vardell of Cravath, Swaine & Moore LLP.
Tim Hortons was represented in-house by Don Schroeder, Steven Kahansky, Clark Harrop, Meredith Michetti, Mark Greatorex and Andrew Paterson. Wendy's was represented in-house by Leon McCorkle, Jr., Dana Klein, Dirk Gardner and Jill Aebker.
On the IPO, Lang Michener LLP acted as Canadian counsel to Tim Hortons and Wendy's, with a team that included Robert Glass, Hellen Siwanowicz, Samantha Vaccaro, Adam Davis, Kalle Soomer, Q.C., Geofrey Myers, Bruce McKenna, Bill Rowlands and Behn Conroy. Tim Hortons and Wendy's were represented in the US by Akin Gump Strauss Hauer & Feld LLP with a team that included Rick Burdick, John Goodgame, Steve Patterson, Christopher Wood, Byron Cooper, Kathy Friday, Crawford Moorefield, Christhy Vidal and Bruce Mendelsohn. Davies Ward Phillips & Vineberg LLP acted as special counsel to Tim Hortons with a team that included Shawn McReynolds and Ian Crosbie in Canada, and Peter Glicklich and Candice Turner in the US.
Goldman, Sachs & Co. and RBC Capital Markets Corporation were the joint book-runners for the offering. The co-leads were J.P. Morgan Securities Inc. and Scotia Capital Inc. The other co-managing underwriters in the syndicate were Bear, Stearns & Co. Inc., CIBC World Markets Corp., Cowen and Company, LLC, Harris Nesbitt Corp., Lazard Capital Markets LLC, Merrill Lynch Pierce, Fenner & Smith Incorporated and TD Securities Inc.
The underwriters were represented in Canada by Torys LLP with a team that included Philip Brown, Matthew Cockburn and Thomas Yeo (corporate), Dennis Mahony (environmental) and Corrado Cardarelli (tax), and in the US by Sullivan & Cromwell LLP with a team that included Robert Buckholz, Jr., Preston Savarese and Gavin Holmes.
Prior to the IPO, Tim Hortons and a Canadian subsidiary, The TDL Group Corp., on February 28, 2006, incurred aggregate indebtedness of C$500 million under the term loan portion of its senior credit facility and under its bridge loan facility, and used the net proceeds of that indebtedness, together with available cash, to pay approximately US$440 million of principal and interest in respect of its indebtedness to Wendy's.
Under the senior facilities credit agreement with JPMorgan Chase Bank, N.A., Toronto Branch, The Bank of Nova Scotia and JPMorgan Chase Bank, N.A., The TDL Group entered into a C$300 million term credit facility and a C$200 million revolving credit facility, and Tim Hortons entered into a US$100 million revolving credit facility. Under a bridge facility credit agreement with JPMorgan Chase Bank, N.A., Toronto Branch, and Royal Bank of Canada, Tim Hortons and The TDL Group entered into a C$200 million bridge facility as guarantor and borrower, respectively.
In Canada, Osler, Hoskin & Harcourt LLP represented Tim Hortons in respect of both credit facilities with a team comprised of Michael Matheson, Dale Seymour and Danna Donald. Robert Glass and Eric Friedman of Lang Michener, and Richard Hirsch from the Halifax office of Stewart McKelvey Stirling Scales, provided opinions in respect of the Canadian borrowers. In the US, the borrowers were represented by Dan Bird, Mike Brown and Joseph Devaney of the Chicago office of Winston & Strawn LLP.
The lenders under both credit facilities were represented in Canada by Blake, Cassels & Graydon LLP with a team comprised of Michael Harquail and Alexis Levine, and in the US by James Vardell of Cravath, Swaine & Moore LLP.
